Biocartis completes convertible bonds recapitalization transactions

By Mary-Katherine Stinson

Lexington, Ky., Dec. 5 – Biocartis Group NV’s recapitalization transactions were completed Dec. 2 concerning its existing 4% convertible bonds due 2024/2027 (ISIN: BE0002651322) and its new 4.5% second-lien secured convertible bonds due 2024/2026 (ISIN: BE6338582206), according to a press release.

Both bonds have been impacted in the transactions, in the following ways:

• The maturity dates of the bonds were automatically extended to Nov. 9, 2026 in the case of the new convertibles and Nov. 9, 2027 in the case of the existing convertibles;

• There is a start date of a bondholder conversion option period for the new convertible bonds from the mandatory conversion date of Dec. 16 (the lowest price per share at which shares were sold to investors in the required Topco equity offering was €0.75 per share making the initial bondholder conversion option conversion price €1.125 per share; and

• There is a mandatory conversion of 10% of the principal amount outstanding under each of the convertible bonds, at €12.8913 per share for the existing convertibles and €12.8913 per share for the new convertible bonds.

Bondholder actions

As mentioned above, the mandatory conversion date is Dec. 16.

To obtain the delivery shares in the mandatory conversion, investors need to provide to the agent by 1 p.m. ET on Dec. 9 a completed and signed mandatory conversion investor notice. Also, bondholders must provide proof that the bonds are held to its order or under its control and blocked by it. Proof is due by 1 p.m. ET on Dec. 12.

Bondholders who do not comply with the instructions by the applicable deadlines will have their relevant shares sold by the share settlement agent and the proceeds if any, after deducting the costs of such procedure, will be distributed rateably to the relevant bondholders.

A copy of the current form of the mandatory conversion investor notice can be obtained from the agent via its specified office or via regulations@belfius.be or directly from the company via rdegrave@biocartis.com.

Terms and conditions of the bonds can be found, subject to applicable legal restrictions, on https://investors.biocartis.com/en/convertible-bonds.

As previously reported, the company recently completed an exchange offer for the convertible bonds on Oct. 28, resulting in an aggregate principal amount of €102.3 million of the existing convertibles exchanged on a one-for-one basis.

€16.4 million of the 4% convertible bonds remained outstanding after the exchange.

Biocartis is molecular diagnostics company based in Mechelen, Belgium.

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